Digital Commons Network^™

There Ought To Be A Law: The Disclosure Focus Of Recent Legislative Proposals For Nonprofit Reform, Dana Brakman Reiser

Faculty Scholarship

No abstract provided.

In Re Adelphia Communications Corp. (Decided Dec. 5, 2003), Phillip Mahoney

NYLS Law Review

No abstract provided.

Daedalean Tinkering, Sean J. Griffith

Faculty Scholarship

This Review describes David Skeel's account of corporate scandal and evaluates his policy recommendations in his recent book, Icarus in the Boardroom. It argues that although the book provides a compelling history of corporate scandal, its focus on federal responses to scandal--from the enactment of the Interstate Commerce Act to the Sarbanes-Oxley Act--misses an important part of the story. As corporate law scholars have long pointed out, corporations exist within a network of constraints, based in part on law and in part on markets, norms, and other non-legal sanctions. Because it omits any sustained discussion of the reaction of these …

Consensus-Building In Administrative Law: The Revival Of The Administrative Conference Of The U.S., Jeffrey Lubbers

Scholarly Articles in Law Reviews & Journals

Introduction: In President Bush's first press conference after the bitter 2004 election, he remarked:"With the campaign over,Americans are expecting a bipartisan effort and results." l He also commented that," [O]ne of the disappointments of being here in Washington is how bitter this town can become and how divisive. I'm not blaming one party or the other. It's just the reality of Washington, D.C ... It also makes it difficult to govern at times."2 The President actually took a first step to promoting bipartisanship and reducing bitterness in Washington a few days before the election on October 30, 2004, by signing …

The Sec At 70: Time For Retirement?, Adam C. Pritchard

Articles

The Article proceeds as follows. Part I explains the pathologies of the SEC and explores the relation between those pathologies and the SEC's status as an independent agency. Part II then outlines an alternative regulatory structure primarily situated within the executive branch. I also argue that such a relocation of authority would enhance regulatory effectiveness while simultaneously reducing the cost of excessive regulation. The Article concludes with some thoughts about the viability of my proposal.

The Banality Of Fraud: Re-Situating The Inside Counsel As Gatekeeper, Sung Hui Kim

Fordham Law Review

No abstract provided.

Historical Quirks, Political Opportunism, And The Anti-Loan Provision Of The Sarbanes-Oxley Act, Jayne W. Barnard

Faculty Publications

No abstract provided.

Where There's At-Will, There Are Many Ways: Redressing The Increasing Incoherence Of Employment At Will, Scott A. Moss

Publications

Employment at will, the doctrine holding that employees have no legal remedy for unfair terminations because they hold their jobs at the will of the employer, has become mired in incoherence. State courts praise the common law rule as "essential to free enterprise" and "central to the free market," but in recent years they increasingly have riddled the rule with exceptions, allowing employee claims for whistleblowing, fraud, etc. Yet states have neither rejected employment at will nor shown any consistency in recognizing exceptions. Strikingly, states cite the same rationales to adopt and reject opposite exceptions, as a case study of …

The Ncaa's Regulations Related To The Use Of Agents In The Sport Of Baseball: Are The Rules Detrimental To The Best Interest Of The Amateur Athlete?, Richard T. Karcher

Vanderbilt Journal of Entertainment & Technology Law

First, this Article will discuss the NCAA regulations applicable to all sports regarding the use of agents by amateur athletes. Next, this Article will discuss (i) the mechanics of the annual Major League Baseball draft, (ii) the factors that contribute to the necessity and desire for amateur baseball players to retain a competent agent or lawyer before they have extinguished their NCAA eligibility, and (iii) how the NCAA regulations are detrimental to both drafted and draft-eligible amateur baseball players. Finally, this Article will discuss how the NCAA should revise its regulations to better serve the amateur athlete in the sport …

Business Valuation And Forensic & Litigation Services Specialty Area 2004-2005 Annual Progress Report., American Institute Of Certified Public Accountants. Business Valuation And Forensic & Litigation Services Section

AICPA Annual Reports

No abstract provided.

Finance Theory And Accounting Fraud: Fantastic Futures Versus Conservative Histories, Lawrence A. Cunningham

GW Law Faculty Publications & Other Works

Intellectual tension between the fields of finance and accounting may help to explain explosion of public company frauds. Finance theory diminishes the relevance of accounting information. Enron exploited this consequence while the SEC bought into it. After widespread frauds were exposed, Congress passed laws that address symptoms of finance's futurism, not disease. Laws essentially prohibit pro forma financial reporting and regulate the selective flow of futuristic information to financial analysts. Untouched is the underlying disease of regulatory mandates requiring extensive disclosure of forward-looking information. Until the 1970s, the SEC prudently prohibited such futuristic disclosure as inherently unreliable; assisted by finance …

Voluntary Decisions On Audit Committee Composition And Expertise And The Influence Of Board Of Director Characteristics: Further Evidence From Singapore, Jean-Luc Wolfgang Mitchell Van Der Zahn, Inderpal Singh

Research Collection School Of Accountancy

No abstract provided.

Toward Coherence In Civil Conspiracy Law: A Proposal To Abolish The Agent's Immunity Rule, Martin Pritikin

Nebraska Law Review

I. Introduction . . . . . 2

II. The Nature of Civil Conspiracy . . . . . 6

A. Civil Conspiracy Distinguished from Criminal Conspiracy . . . . . 6

B. The "Non-Tort" of Civil Conspiracy . . . . . 9

C. The Reason for the Non-Tort Character of Civil Conspiracy . . . . . 10

D. Consequences of the Non-Tort Character of Civil Conspiracy: The Underlying Duty Requirement . . . . . 12

1. Criticism of the Underlying Duty Requirement . . . . . 12

2. A Possible Defense of the Underlying …

Like Migratory Birds- Latin American Claimants In U.S. Courts And The Ford-Firestone Rollover Litigation, Manuel A. Gómez

Faculty Publications

No abstract provided.

Historical Roots Of Regional Sentencing Variation, The Symposium, Ian Weinstein

Faculty Scholarship

I am a law professor and a criminal defense lawyer, not a historian. It is with some trepidation that I stand before you to suggest that our very persistent regional sentencing variations have roots in the political struggles of Reformation England and the cultures of the subgroups that populated the first American colonies. I rely upon others for the historical proof, as you will see, but I think I do have standing to argue to you that we should consider whether or not there is room, even in federal sentencing, to account for deeply embedded regional variations in our basic …

Going-Private Decisions And The Sarbanes-Oxley Act Of 2002: A Cross-Country Analysis, Ehud Kamar, Pinar Karaca-Mandic, Eric L. Talley

Faculty Scholarship

This article investigates whether the passage and the implementation of the Sarbanes-Oxley Act of 2002 (SOX) drove firms out of the public capital market. To control for other factors affecting exit decisions, we examine the post-SOX change in the propensity of public American targets to be bought by private acquirers rather than public ones with the corresponding change for foreign targets, which were outside the purview of SOX. Our findings are consistent with the hypothesis that SOX induced small firms to exit the public capital market during the year following its enactment. In contrast, SOX appears to have had little …

Law And Accounting: Cases And Materials, Lawrence A. Cunningham

GW Law Faculty Publications & Other Works

Accounting textbooks for law or business schools invariably provide secondary narrative presentations of materials in the authors' own words. A better approach to learning this subject is to present thematically arranged original accounting pronouncements. The design this innovative book, helps readers appreciate how accounting is a tool that provides conceptual organization to economic exchange. The tool facilitates analyzing legal, business and public policy aspects of the transactions that accounting addresses. The original accounting standards, as well as SEC enforcement actions, presented in this book illuminate why transactions are pursued and related decisions made, economic aspects of transactions, and the conceptual …

Management Override Of Internal Controls : The Achilles' Heel Of Fraud Prevention : The Audit Committee And Oversight Of Financial Reporting, American Institute Of Certified Public Accountants. Antifraud Programs And Controls Task Force

Association Sections, Divisions, Boards, Teams

No abstract provided.

Fraud And The Financial Statement Audit: Auditor Responsibilities Under Sas 99, Michael Ramos

Guides, Handbooks and Manuals

No abstract provided.

The Patriot Act Of 2002: Myths, Misperceptions And Malapropisms Q&A, Joe D. Whitley

Other Lectures and Presentations

Alumnus Joe D. Whitley (J.D.'75), general counsel for the Department of Homeland Security, provides an insider's look at the controversial act. This is the question and answer session that followed the Joseph Henry Lumpkin Society Educational Seminar Series address by Department of Homeland Security General Counsel Joe D. Whitley (J.D.’75) on Dec. 3, 2004.

Images Of The Senior Population Portrayed By The American Insurance Industry, Gina Magee

Student Work

The senior generation is a rapidly growing segment of our population. The need for corporate America to target these individuals for goods and service will continue to increase. One powerful image often used to capture a target audience is the photograph. A photograph used in advertising that portrays an older adult in a positive manner may increase the likelihood of seniors purchasing a good or service from the company that is the owner of the portrayal. Although there have been several studies regarding the portrayal of people in advertising, there have not been any studies found that analyze the portrayal …

Central Florida Future, Vol. 37 No. 28, November 18, 2004

Central Florida Future

Golden Rule under review: Current rule could permit unfair expulsion; Hungry for change: Within a few feet from where senior Ben Mahon sits at a fancy table; being served a five-course meal junior Paigae Yim sits on the hard floor amongst bits of torn newspaper; Women studies art unite: LEAD Scholars group showcases work of local women artists; Get overseas credit on Spring Break: Study Abroad offers new programs in Africa and Japan.

Should A Duty To The Corporation Be Imposed On Institutional Shareholders?, Roberta S. Karmel

Faculty Scholarship

No abstract provided.

Whistling In The Dark? Corporate Fraud, Whistleblowers, And The Implications Of The Sarbanes-Oxley Act For Employment Law, Miriam A. Cherry

Washington Law Review

Passed in 2002 in the wake of the accounting scandals that resulted in billions of dollars of lost value to shareholders, the Sarbanes-Oxley Act has as its major goal the prevention of corporate corruption. This Article analyzes the impact of section 806, the portion of the Sarbanes-Oxlcy Act that provides protections for employees who report securities fraud, and describes the effect that Sarbanes-Oxley has on existing employment law. In addition, this Article contributes to the debate over the general effectiveness of the Sarbanes-Oxley Act, a topic of contention among both academics and press commentators. This Article argues that the Act …

Smith V. Van Gorkom Revisited: Lessons Learned In Light Of The Sarbanes-Oxley Act Of 2002, Florence Shu-Acquaye

DePaul Business & Commercial Law Journal

No abstract provided.

Strict Liability For Gatekeepers: A Reply To Professor Coffee, Frank Partnoy

University of San Diego Law and Economics Research Paper Series

This article responds to a proposal by Professor John C. Coffee, Jr. for a modified form of strict liability for gatekeepers. Professor Coffee’s proposal would convert gatekeepers into insurers, but cap their insurance obligations based on a multiple of the highest annual revenues the gatekeepers recently had received from their wrongdoing clients. My proposal, advanced in 2001, would allow gatekeepers to contract for a percentage of issuer damages, after settlement or judgment, subject to a legislatively-imposed floor. This article compares the proposals and concludes that a contractual system based on a percentage of the issuer’s liability would be preferable to …

Vol. 27, No. 07 (October 11, 2004)

Indiana Law Annotated

No abstract provided.

Serving The Public Interest: Faculty Play Pivotal Role In Effort To Revise The New York Not-For-Profit Corporation Law, Ub Law Forum

UB Law Forum

No abstract provided.

Capitalism And Freedom — For Whom?: Feminist Legal Theory And Progressive Corporate Law, Kellye Y. Testy

Law and Contemporary Problems

Progressive corporate law has the potential to realign corporate activity and market economies with human benefit. The present state of disruption in the economy is a key moment: with disruption comes the opportunity for change.

Corporate Law Or The Law Of Business?: Stakeholders And Corporate Governance At The End Of History, Adam Winkler

Law and Contemporary Problems

Surely, corporate managers themselves, who must operate within the broader law of business, are aware of the legally imposed duties to protect workders, consumers, and larger communities. Perhaps it is time corporate lawyers caught up to this reality.